Sallie A. DeMarsilis
MOVADO GROUPAbout Sallie A. DeMarsilis
Executive Vice President and Chief Financial Officer of Movado Group, Inc.; age 60. Joined MOV in January 2008 as SVP Finance, appointed CFO effective March 31, 2008, promoted to EVP in June 2020, and had primary responsibility for operations from June 2020 through September 2024 . A CPA with eight years in public accounting at Deloitte and senior finance roles at The Warnaco Group, Inc. and Ann Inc. (formerly Ann Taylor) from November 1994 to December 2007 . Performance context: FY2025 net sales were $653.4M and adjusted operating income was $27.1M; cash was $208.5M with no debt at year-end . Pay-versus-performance table shows MOV’s TSR proxy index value moved to 138.44 for FY2025 (based on initial $100 investment) with net income of $18.364M and adjusted operating income of $27.067M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte | Public Accounting | 8 years (prior to 1994) | Built audit and accounting foundation; CPA credential |
| The Warnaco Group, Inc. | Senior Finance roles including Controller | 1994–2007 | Senior financial leadership at a public apparel company |
| Ann Inc. (Ann Taylor Stores) | Senior Vice President of Finance | 1994–2007 | Led finance at a public specialty retailer |
External Roles
No external directorships or committee roles disclosed for Ms. DeMarsilis in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 643,770 | 650,000 | 693,812 |
| Target Bonus (% of Salary) | 75% (unchanged vs FY2024) | 75% | 75% |
| Actual Annual Incentive Paid ($) | 414,375 (discretionary bonus for FY2023) | — (no AICP payout) | — (no AICP payout) |
| All Other Compensation ($) | 99,463 | 102,200 | 104,998 |
| Perquisites (illustrative) | — | Car allowance $6,600; housing allowance $25,200; 401(k) match $5,400; DCP match $65,000 (cash+phantom) | Car allowance $6,854; housing allowance $26,169; 401(k) match $5,400; DCP match $66,575 (cash+phantom) |
Performance Compensation
Annual Incentive Compensation Plan (AICP) – FY2025
| Metric | Weighting | Target | Threshold | Actual | Payout |
|---|---|---|---|---|---|
| Net Sales (budget FX) | 37.5% | $710M | $675M | $653.4M | 0% (no payout) |
| Adjusted Operating Income | 37.5% | $35M | $30M | $27.1M | 0% (no payout) |
| Strategic Objectives | 25% | Set for brand sales, Europe, automatic movements, inventory utilization, jewelry penetration | Capped at ≥100% of average financial metric payout | N/A (financial thresholds not met) | 0% (no payout) |
Long‑Term Incentive Plan – FY2025 Grants (made 04/01/2024)
| Award Type | Grant Date | Units Granted | Grant‑Date Fair Value ($) | Vesting | Performance Metrics | Measurement Period | Payout Range | Status |
|---|---|---|---|---|---|---|---|---|
| RSUs | 04/01/2024 | 9,082 | 504,596 | 3‑year cliff (04/01/2027) | Time‑based | N/A | N/A | Unvested |
| PSUs | 04/01/2024 | 9,082 (target) | Included above | 3‑year cliff (determination at FY2026 end) | 70% net sales, 30% operating income margin for FY2026 results | FY2026 | 50%–150% of target | Performance not yet determined |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership (Common) | 183,664 shares as of April 25, 2025; equals ~1.12% of Common Stock outstanding |
| Options (Right to Acquire) | 146,877 shares via options under Stock Plan (included in beneficial ownership footnote) |
| Options detail (examples) | $30.36 exp 04/15/2025 (9,850); $27.74 exp 04/15/2026 (10,534); $23.35 exp 04/17/2027 (13,660); $12.42 exp 06/16/2030 (55,160); $16.87 exp 12/01/2030 (23,000); $27.62 exp 03/29/2031 (18,215); $38.04 exp 03/28/2032 unexercisable (16,458) |
| Unvested RSUs (MV at 1/31/25) | 24,010 units; market value $459,071 |
| Unearned PSUs (MV at 1/31/25) | 17,602 units; market value $336,550 (assumed at target) |
| Imminent Vesting Schedule | 03/28/2025: 6,408; 03/27/2026: 17,040; 04/01/2027: 18,164 (assuming target for PSUs) |
| Hedging/Pledging Policy | Company prohibits short sales and trading in puts, calls, and other derivatives; no specific anti‑hedging/pledging practice beyond this disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment/CFO | Joined January 2008; CFO effective March 31, 2008; EVP since June 2020; operations lead June 2020–September 2024 |
| Severance Agreement | None for NEOs; no individual severance agreements |
| Change‑of‑Control (CoC) | Pre‑FY2024 awards vest upon CoC; FY2024+ awards vest only on “double trigger” (termination without cause within 2 years post‑CoC); PSUs capped at max shares upon CoC termination |
| Accelerated Vesting (Hypothetical at 1/31/25) | DCP early vest: $141,205; Early vest of FY23 stock awards: $122,521; Additional vest FY24–FY25 awards (double trigger): $673,100 |
| Death/Disability/Retirement | Immediate vesting of DCP and equity (subject to service conditions); retirement vesting permitted under plan approvals |
| Clawback | Excess incentive compensation recoverable for restatements (3 prior FYs); Committee determined no recoupment for FY2024–FY2025 given no AICP paid and PSUs undelivered |
Insider Activity, Vesting, and Selling Pressure
- Recent Form 4s indicate routine plan-related accruals and grants:
- 09/30/2025: Acquired 190.96 phantom units under DCP; beneficial ownership increased to 4,814.56 shares/units; typically pays out over 10 years .
- 10/02/2025: Form 4 filing confirming plan transactions .
- 04/02/2025: Statement of Changes in Beneficial Ownership (Form 4) posted by the company’s IR site .
- FY2025 vesting schedule shows material RSU/PSU cliffs in March 2026 and April 2027, implying potential 10b5‑1 sales if executed for tax/liquidity at those dates .
Performance & Track Record
- FY2025: Net sales $653.4M; adjusted operating income $27.1M; cash $208.5M; no debt; threshold levels not met and management recommended zero AICP payout due to an internal control material weakness and restatement .
- FY2024: Net sales $672.6M (–10.5% YoY); adjusted operating income down ~55%; strong operating cash flow $76.8M; cash $262.1M; no AICP payout .
- Governance and investor alignment: High say‑on‑pay support (≈97% of votes represented and 99% of votes cast in 2024; ≈98% favorable in 2023) and continued shareholder engagement on compensation program design .
Compensation Structure Observations
- Shift to performance-based equity: Options replaced with PSUs/RSUs starting FY2024; FY2026 grants comprised only RSUs due to macro/trade uncertainty, with CEO grant scaled down—committee intends to reintroduce PSUs when performance goal‑setting becomes practicable .
- AICP design strengthened: FY2025 included revenue and strategic objectives alongside adjusted operating income with tighter payout ranges; no payouts when thresholds missed .
Equity Compensation Plan Context
- Shares available under Stock Plan at 1/31/25: 1,246,584; outstanding options 951,489; outstanding stock awards 657,362; DCP phantom units 95,255 .
Say‑on‑Pay & Shareholder Feedback
- Strong approval: ≈97% votes represented and 99% votes cast supported executive compensation in 2024; ≈98% favorable in 2023, with preference for annual votes .
Investment Implications
- Pay-for-performance linkage is intact: No AICP payouts in FY2024–FY2025 and PSU determinations deferred until FY2026 results—reduces near‑term cash comp and ties future equity to execution .
- Upcoming vesting events (Mar‑2026 and Apr‑2027) could create mechanical selling pressure (tax/10b5‑1) but Form 4s show routine plan accruals rather than discretionary sales; monitor filings around those dates .
- Governance risk mitigants: Double‑trigger CoC vesting for awards since FY2024, clawback aligned to SEC rules, prohibition on short sales/derivative trading; note restatement and control weakness in April 2025 as an execution risk to be monitored .
- Alignment/Skin‑in‑the‑game: Meaningful option overhang (146,877 shares) and unvested RSUs/PSUs with multi‑year cliffs align incentives with longer‑term performance .